UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1996 Commission File Number 0-11353 CIRCUIT RESEARCH LABS, INC. (Exact name of registrant as specified in its charter) Arizona 86-0344671 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2522 West Geneva Drive, Tempe, Arizona 85282 (Address of Principal executive office) (Zip Code) Registrant's telephone number, including area code (602) 438-0888 172743 20 5 (CUSIP Number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Outstanding at Class June 30, 1996 Common stock, $.10 par value 597,682 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES INDEX Page number Part I. FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Condensed Balance Sheets June 30, 1996 (Unaudited) and December 31, 1995 3 Consolidated Condensed Statements of Operations - Three and six months ended June 30, 1996 and 1995 (Unaudited) 5 Consolidated Condensed Statements of Cash Flows - Six months ended June 30, 1996 and 1995 (Unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K 9 Signatures 10 1 Page 1 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES PART I. FINANCIAL INFORMATION The Consolidated Condensed Financial Statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The Consolidated Condensed Balance Sheet as of June 30, 1996 and the Consolidated Condensed Statements of Operations for the three and six months ended June 30, 1996 and 1995 and the Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 1996 and 1995 have been prepared without audit. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these Consolidated Condensed Financial Statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report for the year ended December 31, 1995. In the opinion of management, the Consolidated Condensed Financial Statements for the unaudited interim periods presented herein include all adjustments, consisting only of normal recurring adjustments, necessary to present a fair statement of the results of operations for such interim periods. Certain reclassifications have been made to the financial statements for the six months ended June 30, 1996 to conform to the statement classifications used in the second quarter. Net operating results for any interim period may not be comparable to the same interim period in previous years, nor necessarily indicative of the results that may be expected for the full year. 2 Page 2 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS June 30, December 31, 1996 1995 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 75,732 $ 25,974 Securities available-for-sale 193,691 297,667 Accounts receivable, less allowance for doubtful accounts of $16,520 140,128 162,242 Inventories: Raw materials and supplies 380,595 437,368 Work in process 325,955 169,640 Finished goods 208,363 229,620 Total inventories 914,913 836,628 Prepaid expenses and other 71,263 67,243 Total current assets 1,395,727 1,389,754 PROPERTY, PLANT AND EQUIPMENT: Land 130,869 130,869 Building and improvements 497,004 497,004 Furniture and fixtures 388,522 383,523 Machinery and equipment 605,025 564,734 Total 1,621,420 1,576,130 Less accumulated depreciation 1,019,080 981,978 Property, plant and equipment - net 602,340 594,152 OTHER ASSETS - NET 158,845 164,683 STOCKHOLDER NOTES RECEIVABLE 1,081 TOTAL $2,156,912 $2,149,670 (continued) 3 Page 3 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS June 30, December 31, 1996 1995 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 89,671$ 91,401 Accrued salaries and benefits 48,274 58,004 Accrued professional fees 7,729 27,405 Accrued customer deposits 84,319 99,818 Other accrued expenses and liabilities 47,580 26,210 Long-term debt - current portion 19,663 19,136 Total current liabilities 297,236 321,974 LONG-TERM DEBT - LESS CURRENT PORTION 123,142 138,458 STOCKHOLDERS' EQUITY: Preferred stock, $100 par value - authorized 500,000 shares, none issued Common stock, $.10 par value - authorized 20,000,000 shares, 597,682 shares issued and outstanding 59,768 59,768 Additional paid-in capital 1,247,240 1,247,240 Retained earnings 429,526 377,324 Unrealized appreciation on securities available-for sale 4,906 Total stockholders' equity 1,736,534 1,689,238 TOTAL $2,156,912 $2,149,670 4 Page 4 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months ended June 30, June 30, 1996 1995 1996 1995 NET SALES $599,761 $422,865 $1,238,292 $960,050 COST OF GOODS SOLD 245,301 138,940 505,585 317,498 Gross profit 354,460 283,925 732,707 642,552 OPERATING EXPENSES: Selling, general and administrative 261,282 249,682 523,966 496,166 Research and development 60,369 94,541 152,668 201,274 Total operating expenses 321,651 344,223 676,634 697,440 INCOME (LOSS) FROM OPERATIONS 32,809 (60,298) 56,073 (54,888) OTHER INCOME (EXPENSE): Interest and other income 3,461 7,167 8,466 13,173 Interest expense (5,250) (3,730) (12,287) (11,063) Total other (expense) income (1,789) 3,437 (3,821) 2,110 INCOME (LOSS) BEFORE INCOME TAXES 31,020 (56,861) 52,252 (52,778) INCOME TAX EXPENSE (BENEFIT) 50 (9,600) 50 (8,000) NET INCOME (LOSS) $ 30,970 $(47,261)$ 52,202 $(44,778) INCOME (LOSS) PER COMMON SHARE $.05 $(.08) $.09 $(07) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 597,682 597,682 597,682 597,682 5 Page 5 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 1996 1995 OPERATING ACTIVITIES: NET INCOME $ 52,202 $(44,778) ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES: Depreciation and amortization 42,508 43,890 Changes in assets and liabilities: Accounts receivable 22,114 61,269 Income taxes receivable ( 8,000) Inventories (123,575) (34,359) Prepaid expenses and other assets ( 3,588) (18,526) Accounts payable, accrued expenses and customer deposits (25,265) (2,852) NET CASH USED IN OPERATING ACTIVITIES (35,604) ( 3,356) INVESTING ACTIVITIES: Purchase of securities (75,000) (74,318) Proceeds from sale or maturity of securities 174,070 146,712 Capital expenditures (20,840) Payments received on stockholders' notes 1,081 3,381 NET CASH PROVIDED BY INVESTING ACTIVITIES 100,151 54,935 FINANCING ACTIVITIES: Principal payments on long-term debt (14,789) (3,466) NET INCREASE IN CASH AND CASH EQUIVALENTS 49,758 48,113 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 25,974 122,217 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 75,732 $170,330 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest $12,288 $11,063 Test equipment transferred from Inventories to Engineering Equipment $45,290 6 Page 6 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition The Company had net working capital of $1,098,000 and the ratio of current assets to current liabilities was 4.70 to 1 at June 30, 1996. At December 31, 1995, the Company had net working capital of $1,067,800 and a current ratio of 4.32 to 1. Total inventories of $914,900 at June 30, 1996 were $78,300 higher than total inventories of $836,600 at December 31, 1995. The increase in work in process and decrease in raw materials inventories are due to production runs for the DP100 and SC100. The Company's credit line of $200,000 was not utilized during the quarter, and at June 30, 1996 had no outstanding balance. The credit agreement expired on July 1, 1996, and since it had not been used, the Company did not pursue its renewal. The Company believes its future liquidity needs will be met by a combination of cash generated from operating activities, the reduction of investments, and existing cash balances. The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 115 in May 1993 establishing certain new financial accounting and reporting standards for investments in debt and equity securities. SFAS No. 115 requires the classification of securities at acquisition into one of three categories: held-to-maturity, available-for-sale or trading -- with different reporting requirements for each classification. All of the Company's marketable securities are classified as available-for-sale. The Company adopted SFAS No. 115 as of January 1, 1995. At December 31, 1995, the unrealized appreciation on securities available-for -sale was $4,900. The estimated fair value of the Company's securities approximates cost at June 30, 1996. 7 Page 7 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the second quarter of 1996 totaled $599,800 and were 42% higher than the second quarter sales in 1995 of $422,900. Of the total increase, 62% was due to shipments of CRL's digital processor, the DP100, and CRL's RBDS unit, the SC100, and 38% was due to increased international demand for CRL's other products. Cost of goods sold was 41% of net sales for the second quarter ended June 30, 1996 compared to 33% for the same period in 1995. The increase is the result of the expected lower profit margins in the Desert Assemblies division. The profit margin on CRL's main product lines for the second quarter ended June 30, 1996 was 67% which was consistent with the same period of 1995. Selling, general and administrative expenses were $261,300 in the second quarter of 1996 compared to selling, general and administrative expenses of $249,700 for the second quarter of 1995. The increase was due primarily to increased international marketing costs. Research and development expense in the second quarter of 1996 totaled $60,400, and was $34,100 lower compared to the 1995 second quarter total of $94,500. The decrease was due to lower developmental cost on the new product lines and lower labor cost resulting from not having contract engineers on staff. Total other expense of $1,800 for the second quarter of 1996 was $5,200 less than other income of $3,400 for the second quarter of 1995. The decrease was due to lower interest income from investments. Interest expense consisted of the interest cost on the long-term mortgage collateralized by the Company's headquarters facility. The Company's income tax provision for the three and six months ended June 30, 1996 is offset by the partial reversal of the deferred tax valuation allowance recorded at December 31, 1995. Net income for the second quarter was $31,000 as compared to a net loss of $47,300 for the second quarter of 1995. 8 Page 8 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES II. OTHER INFORMATION Item 4. Submission of matters to a vote of security holders (a) The Company's Annual Meeting, May 3, 1996 (b) Meeting involved the election of Directors: Mr. Ronald R. Jones Mr. Gary D. Clarkson Mr. Erle M. Constable Mr. Carl E. Matthusen Mr. Gary Hamker Votes for 550,587 Votes against -0- Abstaining 1,582 All of the above were renominated and reelected. (c) Approval of Deloitte & Touche LLP as the Company's independent auditors by the following vote: Votes for 551,131 Votes against 438 Abstaining 662 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits included herein - None. (b) Reports on Form 8-K - None. 9 Page 9 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Registrant CIRCUIT RESEARCH LABS INC. DATE: August, 1996 BY /s/Gary D. Clarkson Gary D. Clarkson Treasurer (Authorized Officer for signature) 10 Page 10